Forian (FORA) CEO disposes 1.53M shares as merger closes at $2.17 RSU cash-out

Rhea-AI Filing Summary

Forian Inc. executive chairman, CEO and president Max C. Wygod reported disposing of a total of 1,528,927 shares of common stock back to the company in connection with its acquisition by 2025 Acquisition Company, LLC. The transactions reflect cancellation of shares at the merger’s effective time, leaving him with no reported common stock holdings. Unvested restricted stock units were converted into a right to receive cash based on a price of $2.17 per underlying share.

Insights

Equity compensation and M&A specialist

Filing shows insider equity fully cashed out and canceled in merger.

The transactions show Max C. Wygod returning 1,528,927 Forian common shares to the issuer for no consideration as part of a completed merger where Forian became a wholly owned subsidiary of 2025 Acquisition Company, LLC.

Footnotes state that unvested RSUs were cancelled at the merger’s effective time and converted into a cash right at $2.17 per share. With total shares following the transactions reported as zero and no remaining derivative positions, this Form 4 indicates his prior equity stake has been fully converted or cancelled in connection with the change of control.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wygod Max C

Role Exec Chairman, CEO & President

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,278,927	$0.00	--
Disposition	Common Stock	250,000	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. On April 2, 2026, Forian Inc., a Maryland corporation (the "Issuer"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with 2025 Acquisition Company, LLC, a Delaware limited liability company ("Parent"), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub"). Concurrently with the execution of the Merger Agreement, the Reporting Person and other members of a consortium entered into that certain Amendment to the Consortium Agreement, dated as of August 25, 2025, pursuant to which, among other things, the Reporting Person contributed all shares of the Issuer's common stock (the "Shares") held by the Reporting Person to Parent. On May 15, 2026, pursuant to the terms of the Merger Agreement, Parent and Merger Sub completed a tender offer for the Shares, followed by the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each Share held by Parent as of immediately prior to the Effective Time were cancelled without any consideration payable therefor. Represents unvested restricted stock units ("RSU"). At the effective time of the Merger (the "Effective Time"), each unvested RSU or portion thereof that was outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such unvested RSU immediately prior to the Effective Time multiplied by (ii) $2.17.

Key Figures

Shares disposed (block 1): 250,000 shares Shares disposed (block 2): 1,278,927 shares Total common shares after transaction: 0 shares +2 more

5 metrics

Shares disposed (block 1) 250,000 shares Common Stock, disposition to issuer on May 15, 2026

Shares disposed (block 2) 1,278,927 shares Common Stock, disposition to issuer on May 15, 2026

Total common shares after transaction 0 shares Total shares following transactions reported for Max C. Wygod

RSU cash conversion price $2.17 per share Cash per share for unvested RSUs at effective time of merger

Transaction code D (Disposition to issuer) Both non-derivative common stock transactions

Key Terms

Agreement and Plan of Merger, tender offer, restricted stock units ("RSU"), Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into that certain Agreement and Plan of Merger (the "Merger Agreement")"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

tender offer financial

"Parent and Merger Sub completed a tender offer for the Shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

restricted stock units ("RSU") financial

"Represents unvested restricted stock units ("RSU")."

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each unvested RSU"

wholly owned subsidiary financial

"the Issuer surviving the Merger as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wygod Max C

(Last) (First) (Middle)

C/O FORIAN INC.

41 UNIVERSITY DRIVE, SUITE 400

(Street)

NEWTOWN PENNSYLVANIA 18940

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Forian Inc. [ FORA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Exec Chairman, CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		D		1,278,927(1)(2)	D	(1)(2)	0	D
Common Stock	05/15/2026		D		250,000(3)	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 2, 2026, Forian Inc., a Maryland corporation (the "Issuer"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with 2025 Acquisition Company, LLC, a Delaware limited liability company ("Parent"), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub"). Concurrently with the execution of the Merger Agreement, the Reporting Person and other members of a consortium entered into that certain Amendment to the Consortium Agreement, dated as of August 25, 2025, pursuant to which, among other things, the Reporting Person contributed all shares of the Issuer's common stock (the "Shares") held by the Reporting Person to Parent.

2. On May 15, 2026, pursuant to the terms of the Merger Agreement, Parent and Merger Sub completed a tender offer for the Shares, followed by the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each Share held by Parent as of immediately prior to the Effective Time were cancelled without any consideration payable therefor.

3. Represents unvested restricted stock units ("RSU").

4. At the effective time of the Merger (the "Effective Time"), each unvested RSU or portion thereof that was outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such unvested RSU immediately prior to the Effective Time multiplied by (ii) $2.17.

	/s/ Max C. Wygod	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Max C. Wygod report in this Forian (FORA) Form 4 filing?

Max C. Wygod reported disposing of 1,528,927 shares of Forian common stock back to the issuer. The disposition occurred in connection with a completed merger that made Forian a wholly owned subsidiary of 2025 Acquisition Company, LLC.

How many Forian (FORA) shares did Max C. Wygod hold after the reported transactions?

After the reported transactions, Max C. Wygod’s Form 4 shows total common stock holdings of zero shares. All reported shares were returned to the issuer as part of the merger structure, and no remaining derivative positions are disclosed.

What does the Form 4 say about Forian (FORA) unvested RSUs in the merger?

The Form 4 footnotes state that at the merger’s effective time, each unvested restricted stock unit was cancelled and converted into a cash right. The cash amount equals the number of shares under the RSU multiplied by $2.17 per share.

Was Max C. Wygod’s Forian (FORA) share disposition an open-market sale?

No, the transactions are coded as “D” for disposition to issuer, not open-market sales. The shares were cancelled or returned to Forian in connection with the merger, with no per-share sale price reported on the Form 4 itself.

What merger context does this Forian (FORA) Form 4 describe?

Footnotes explain that Forian entered a Merger Agreement with 2025 Acquisition Company, LLC and Bravo Merger Sub, Inc. A tender offer and merger were completed, after which Forian became a wholly owned subsidiary and certain shares held by Parent were cancelled.